Facts
WPU awarded Edgewater the contract for the reconstruction of its athletic fields. Edgewater subbed the turf grass job to GSI. The turf was installed and did not drain properly, leaving the filed continuously soggy.
Issue(s)
Were the corporate officers of GSI personally liable under the participation theory?
Holding(s)
No.
Reasoning/Analysis
The Court found that under the participation theory, a corporate officer can be held personally liable for a tort committed by the corporation when he or she is sufficiently involved in the commission of the tort. If the breach is governed by contract, instead of tort, the participation theory is inapplicable. The scope of the obligations were defined by the contract that the responsibilities were imposed on GSI, not its corporate officers. Because the allegations sound in tort, plaintiff cannot convert contract claims into negligence claims for personal liability.
Judgment/Outcome
The Court reversed the judgment of the Appellate Court.
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